CSIQ Canadian Solar Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Canadian Solar Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

136635109

(CUSIP Number)

April 26, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d–1(b)

☒ Rule 13d–1(c)

☐ Rule 13d–1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 136635109

Item 1(a) Name of issuer: Canadian Solar Inc.

Item 1(b) Address of issuer’s principal executive offices: 545 Speedvale Avenue West, Guelph, Ontario N1K 1E6, Canada

2(a) Name of person filing:

Venture Holding S.a.r.l. SPF

2(b) Address or principal business office or, if none, residence:

31-33 Grand rue, L-1661 Luxembourg

2(c) Citizenship:

Luxembourg

2(d) Title of class of securities:

Common Stock

2(e) CUSIP No.:

136635109

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 4,855,597

(b) Percent of class: 7.3393%¹

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 4,855,597.

(ii) Shared power to vote or to direct the vote _________.

(iii) Sole power to dispose or to direct the disposition of 4,855,597.

(iv) Shared power to dispose or to direct the disposition of _________.

Dissolution of a group requires a response to this item.

The reporting person holds the following options to purchase or sell shares of the Issuer:

Not applicable

Not applicable

Not applicable

(a) The following certification shall be included if the statement is filed pursuant to § 240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

(b) The following certification shall be included if the statement is filed pursuant to § 240.13d-1(b)(1)(ii)(J), or if the statement is filed pursuant to § 240.13d-1(b)(1)(ii)(K) and a member of the group is a non-U.S. institution eligible to file pursuant to § 240.13d-1(b)(1)(ii)(J):

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to [insert particular category of institutional investor] is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

(c) The following certification shall be included if the statement is filed pursuant to § 240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.